Over 58 million adults are 20% or more overweight. Between 5-8% of overweight individuals in Community samples, and 30% of those in hospital-affiliated weight loss programs, meet Criteria for binge eating disorder (BED). Cognitive and behavior therapies are the most widely used treatments for eating disorders and obesity. Cognitive behavior therapy (CBT) adapted to treat BED has been shown to reduce binge eating significantly; weight does not change but does remain stable during treatment and follow-up. Standard behavioral weight loss (BWL) has been shown to reduce binge eating as effeCtively as CBT while modest weight loss is achieved, but some of the weight lost is not maintained during follow-up. Thus, more effective treatments are still needed for BED, particularly for those who are also obese, because weight loss and maintenance of weight loss remains problematic--even for those who stop binge eating. The PI has expanded the cognitive model developed for bulimia to address binge and overeating specifically, and she has developed an intervention based on that model which is centered around appetite monitoring. This intervention, Appetite Awareness Training (AAT), is designed to train clients to become more aware of moderate hunger and satiety cues and to teach them to shift control over regulation of eating to these cues. This type of control is hypothesized to be particularly helpful in reduce overeating because the cue to stop eating is internal; for the same reason, this type of control may be easier to maintain long term, potentially enhancing maintenance of weight loss. Pilot data indicate AAT has effects similar to those obtained with standard CBT in initial binge eating reduction, and AAT additionally reduces overeating episodes without promoting increased experiences of hunger. Thus, we hypothesize that integrating the appetite focus of AAT with standard CBT and continuing that focus during subsequent BWL will enhance binge reduction and facilitate weight loss as well as maintenance of weight loss. The proposed project is to develop a treatment manual that fully integrates CBT and BWL with the appetite focus (CBWL-AF). which would be appropriate for obese individuals with BED. After the manual has been developed and initially tested with training cases, we propose a pilot study for 52 obese women with BED; participants will be randomly assigned to either CBWL-AF or standard BWL. Treatment effects will be assessed at posttest as well as at 3, 6 and 12-month follow-ups. Results from this pilot will be used to revise the manual and provide information regarding whether a larger clinical trial is warranted. A larger trial will be needed for adequate statistical power to identify clear treatment differences and to determine if certain participant characteristics are associated with better response to one of the treatments.